SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            -----------------------

                                   FORM 10-K

                       FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

(MARK ONE)
     [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
         For the fiscal year ended DECEMBER 31, 1998

OR
     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
         For the transition period from __________ to __________

                         Commission file number 1-10342

                            BHC COMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)


         DELAWARE                                             59-2104168
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                            Identification No.)


767 FIFTH AVENUE, NEW YORK, NEW YORK                            10153
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code: (212) 421-0200

Securities registered pursuant to Section 12(b) of the Act:


                                                        Name of each Exchange
Title of each class                                      on which registered

CLASS A COMMON STOCK                                   AMERICAN STOCK EXCHANGE
$0.01 PAR VALUE


Securities registered pursuant to Section 12(g) of the Act:   NONE

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [x] No

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x]

<PAGE> 2

     The aggregate market value of the voting stock held by non-affiliates of
the registrant, as of February 28, 1999, was approximately $516,500,000.

     As of February 28, 1999, there were 4,511,605 shares of the registrant's
Class A Common Stock and 18,000,000 shares of the registrant's Class B Common
Stock outstanding.


                      DOCUMENTS INCORPORATED BY REFERENCE

     The documents incorporated by reference into this Form 10-K and the Parts
hereof into which such documents are incorporated are listed below:


DOCUMENT                                            PART

Those portions of the registrant's
annual report to stockholders for
the fiscal year ended December 31,
1998 (the "Annual Report") that are
specifically identified herein as 
incorporated by reference into this 
Form 10-K.                                            II


Those portions of the registrant's 
proxy statement for the 
registrant's 1999 Annual Meeting 
(the "Proxy Statement") that are
specifically identified herein
as incorporated by reference into 
this Form 10-K.                                       III 


<PAGE> 3

                                     PART I
ITEM 1.       BUSINESS.

                                    GENERAL

     BHC Communications, Inc. ("BHC"), the majority owned (79.96% at February
28, 1999) television broadcasting subsidiary of Chris-Craft Industries, Inc.
("Chris-Craft"), was organized in Delaware in 1977 under the name "BHC, Inc."
and changed its name to BHC Communications, Inc. in 1989. BHC's principal
business is television broadcasting, conducted through its wholly owned
subsidiaries, Chris-Craft Television, Inc. ("CCTV") and Pinelands, Inc.
("Pinelands"), and its majority owned (58.5% at February 28, 1999) subsidiary,
United Television, Inc. ("UTV").

     At February 28, 1999, BHC, solely through subsidiaries, had 1,073 full-time
employees and 129 part-time employees.


                            TELEVISION BROADCASTING

     BHC operates six very high frequency ("VHF") television stations and three
ultra high frequency ("UHF") television stations, together constituting
Chris-Craft's Television Division. Commercial television broadcasting in the
United States is conducted on 68 channels numbered 2 through 69. Channels 2
through 13 are in the VHF band, and channels 14 through 69 are in the UHF band.
In general, UHF stations are at a disadvantage relative to VHF stations, because
UHF frequencies are more difficult for households to receive. This disadvantage
is eliminated when a viewer receives the UHF station through a cable system.

     Commercial broadcast television stations may be either affiliated with one
of the three major national networks (ABC, NBC and CBS); three more recently
established national networks (Fox Broadcasting Company ("Fox"), United
Paramount Network ("UPN"), and The WB Network ("WB")), which provide
substantially fewer hours of programming; or may be independent.

     The following table sets forth certain information with respect to BHC
stations and their respective markets:

<PAGE> 4
<TABLE>

<CAPTION>
                                                                       
                                                       Total           DMA
                               DMA                     Commercial      Cable  
                Network        TV                      Stations        TV
Station and     Affiliation/   House-      DMA         Operating in    Penetra-
Location(a)     Channel        holds(b)    Rank (b)    Market (c)      tion(d)  
-----------     ------------   --------    --------    ------------    -------
<S>             <C>            <C>         <C>         <C>               <C>

WWOR (e)        UPN 9          6,812,540    1st         6VHF             73%
  Secaucus                                             14UHF


KCOP            UPN 13         5,135,140    2nd         7VHF             63%
  Los Angeles                                          10UHF


KPTV            UPN 12           993,540   23rd         4VHF             62%
  Portland                                              2UHF


KMSP            UPN 9          1,457,130   15th         4VHF             52%
  Minneapolis/                                          3UHF
  St. Paul

KTVX            ABC 4            707,070   36th         4VHF             54%
  Salt Lake                                             2UHF
  City

KMOL            NBC 4            667,750   37th         3VHF             65%
  San Antonio                                           3UHF


KBHK            UPN 44         2,368,970    5th         4VHF             71%
  San Francisco                                        10UHF


KUTP            UPN 45         1,343,090   17th         4VHF             58%
  Phoenix                                               4UHF


WUTB            UPN 24           991,610   24th         3VHF             67%
  Baltimore                                             3UHF

<FN>
------------
(a) KCOP and KPTV are owned by CCTV;  WWOR is owned by Pinelands;  the remaining
    stations are owned by UTV.

    In October  1997,  UTV agreed to purchase the assets of UHF  television
    station WRBW in Orlando,  Florida,  for $60,000,000 and possible future
    consideration.  The  acquisition  is subject to approval by the Federal
    Communications Commission ("FCC") and other conditions.

(b) Designated Market Area ("DMA") is an exclusive geographic
    area consisting of all counties in which the home-market commercial
    stations received a preponderance of total viewing hours. The ranking
    shown is the nationwide rank, in terms of television households in
    DMA, of the market served by the station. Source: Nielsen Media
    Research television households universe estimates.

(c) Additional channels have been allocated by the FCC for activation as
    commercial television stations in certain of these markets. Also,
    additional stations may be located within the respective DMAs of BHC
    stations but outside the greater metropolitan television markets in which
    BHC stations operate.

(d) Cable penetration refers to the percentage of DMA television viewing
    households receiving cable television service, as estimated by Nielsen
    Media Research.

(e) WWOR UPN 9 broadcasts across a tri-state area including the entire New York
    City metropolitan area.
</FN>
</TABLE>


<PAGE> 5

     Television stations derive their revenues primarily from selling
advertising time. The television advertising sales market consists primarily of
national network advertising, national spot advertising and local spot
advertising. An advertiser wishing to reach a nationwide audience usually
purchases advertising time directly from the national networks, "superstations"
(i.e., broadcast stations carried by cable operators in areas outside their
broadcast coverage area), barter program syndicators, national basic cable
networks, or "unwired" networks (groups of otherwise unrelated stations whose
advertising time is combined for national sale). A national advertiser wishing
to reach a particular regional or local audience usually buys advertising time
from local stations through national advertising sales representative firms
having contractual arrangements with local stations to solicit such advertising.
Local businesses generally purchase advertising from the stations' local sales
staffs.

         Television stations compete for television advertising revenue
primarily with other television stations and cable television channels serving
the same DMA. There are 210 DMAs in the United States. DMAs are ranked annually
by the estimated number of households owning a television set within the DMA.
Advertising rates that a television station can command vary in part with the
size, in terms of television households, of the DMA served by the station.

         Within a DMA, the advertising rates charged by competing stations
depend primarily on four factors: the stations' program ratings, the time of day
the advertising will run, the demographic qualities of a program's viewers
(primarily age and sex), and the amount of each station's inventory. Ratings
data for television markets are measured by A.C. Nielsen Company ("Nielsen").
This rating service uses two terms to quantify a station's audience: rating
points and share points. A rating point represents one percent of all television
households in the entire DMA tuned to a particular station, and a share point
represents one percent of all television households within the DMA actually
using at least one television set at the time of measurement and tuned to the
station in question.

         Because the major networks regularly provide first-run programming
during prime time viewing hours (in general, 8:00 P.M. to 11:00 P.M.
Eastern/Pacific time), their affiliates generally (but do not always) achieve
higher audience shares, but have substantially less advertising time
("inventory") to sell, during those hours than affiliates of the newer networks
or independent stations, since the major networks use almost all of their
affiliates' prime time inventory for network programming. Although the newer
networks generally use the same amount of their affiliates' inventory during
network broadcasts, the newer networks provide less programming; accordingly,
their affiliates, as well as non-affiliated stations, generally have
substantially more inventory for sale than the major-network affiliates. The
newer network affiliates' and independent stations' smaller audiences and
greater inventory during prime time hours generally result in lower advertising
rates charged and more advertising time sold during those hours, as compared
with major affiliates' larger audiences and limited inventory, which generally
allow the major-network affiliates to charge higher advertising rates for prime
time programming. By selling more advertising time, the new-network or
independent station typically achieves a share of advertising revenues in its
market greater than its audience ratings. On the other hand, total programming
costs for such a station, because it broadcasts more syndicated programming than
a major-network affiliate, are generally higher than those of a major-network
affiliate in the same market. These differences have been reduced by the growth
of the Fox network, which currently provides 15 weekly hours of programming
during prime time and additional programming in other periods, and are being
reduced further as the other newer networks provide expanded schedules of
programming.


         Programming

         BHC's UPN stations depend heavily on independent third parties for
programming, as do KTVX and KMOL for their non-network broadcasts. Recognizing
the need to have a more direct influence on the quality of programming available
to its stations, and desiring to participate in potential profits through
national syndication of programming, BHC has joined in the formation of UPN,
and, additionally, invests directly in the development of original programming.
The aggregate amount invested in original programming through December 31, 1998
was not significant to BHC's financial position. BHC television stations also
produce programming directed to meet the needs and interests of the area served,
such as local news and events, public affairs programming, children's
programming and sports.

<PAGE> 6

         Programs obtained from independent sources consist principally of
syndicated television shows, many of which have been shown previously on a major
network, and syndicated feature films, which were either made for network
television or have been exhibited previously in motion picture theaters (most of
which films have been shown previously on network or cable television).
Syndicated programs are sold to individual stations to be broadcast one or more
times. Television stations not affiliated with a major network generally have
large numbers of syndication contracts; each contract is a license for a
particular series or program that usually prohibits licensing the same
programming to other television stations in the same market. A single
syndication source may provide a number of different series or programs.

         Licenses for syndicated programs are often offered for cash sale (i.e.,
without any barter element) to stations; however, some are offered on a barter
or cash plus barter basis. In the case of a cash sale, the station purchases the
right to broadcast the program, or a series of programs, and sells advertising
time during the broadcast. The cash price of such programming varies, depending
on the perceived desirability of the program and whether it comes with
commercials that must be broadcast (i.e., on a cash plus barter basis). Barter
programming is offered to stations for no cash consideration, but comes with a
greater number of commercials that must be broadcast and, therefore, with less
inventory.

         Barter and cash plus barter programming reduce both the amount of cash
required for program purchases and the amount of time available for sale.
Although the direct impact on broadcasters' operating income generally is
believed to be neutral, program distributors that acquire barter air time
compete with television stations and broadcasting networks for sales of air
time. BHC believes that the effect of barter on its television stations is not
significantly different from its impact on the industry as a whole.

         BHC television stations are frequently required to make substantial
financial commitments to obtain syndicated programming while such programming is
still being broadcast by another network and before it is available for
broadcast by BHC stations, or even before it has been produced. Generally,
syndication contracts require the station to acquire an entire program series,
before the number of episodes of original showings that will be produced has
been determined. While analyses of network audiences are used in estimating the
value and potential profitability of such programming, there is no assurance
that a successful network program will continue to be successful or profitable
when broadcast after initial network airing.

         Pursuant to generally accepted accounting principles, commitments for
programming not available for broadcast are not recorded as liabilities until
the programming becomes available for broadcast, at which time the related
contract right is also recorded as an asset. BHC television stations had
unamortized film contract rights for programming available for telecasting, and
deposits on film contracts for programming not available for telecasting
aggregating $123,502,000 as of December 31, 1998. The stations were committed
for film and sports rights contracts aggregating $337,800,000 for programming
not available for broadcasting as of that date. License periods for particular
programs or films generally run from one to five years. Long-term contracts for
the broadcast of syndicated television series generally provide for an initial
telecast and subsequent reruns for a period of years, with full payment to be
made by the station over a period of time shorter than the rerun period. See
Notes 1(C) and 7 of Notes to Consolidated Financial Statements.

         KTVX and KMOL are primary affiliates of their respective networks.
Network programs are produced either by the networks themselves or by
independent production companies and are transmitted by the networks to their
affiliated stations for broadcast.

         Most networks have begun to enter into affiliation agreements for terms
as long as ten years. UTV has entered into 10-year affiliation agreements for
KTVX and KMOL. Current FCC rules do not limit the duration of affiliation
agreements.

         An affiliation agreement gives the affiliate the right to broadcast all
programs transmitted by the network. The affiliate must run in its entirety,
together with all network commercials, any network programming the affiliate
elects or is required to broadcast, and is allowed to broadcast a limited number
of commercials it has sold. For each hour of programming broadcast by the
affiliate, the major networks generally have paid their affiliates a fee,
specified in the agreement (although subject to change by the network), which
varies in amount depending on the 

<PAGE> 7

time of day during which the program is broadcast and other factors. Prime
time programming generally earns the highest fee. A network may, and sometimes
does, designate certain programs to be broadcast with no compensation to the
station.

         Subject to certain limitations contained in the affiliation agreement,
an affiliate may accept or reject a program offered by the network and instead
broadcast programming from another source. Rejection of a program may give the
network the right to offer that program to another station in the area.


         United Paramount Network

         UPN, owned 50% by BHC and 50% by Viacom Inc.'s Paramount Television
Group ("Paramount"), broadcasts ten hours of original prime time programming on
five nights per week. The network also broadcasts two hours of previously
exhibited movies on Saturday afternoons, and two hours of children's programming
plus a one-hour rerun of Star Trek: Voyager on Sundays. UPN intends to expand
its non-prime time programming over the next several years.

         UPN licenses its programming on the same bases as are customary in the
industry. UPN seeks license or ownership rights for programming from all
available sources on arms-length terms.

         As of March 19, 1999, UPN's programming was carried by 186 affiliates,
in markets covering a total of 95.0% of all U.S. households. Of these station
affiliates, 113 are primary affiliates, including all of BHC's and Paramount's
previously independent stations, in markets covering 80.8% of U.S. households,
and 73 are secondary affiliates in markets covering an additional 14.2% of such
households. UPN continues to seek additional affiliates to expand its household
reach. The terms of UPN's primary affiliate station agreements range up to ten
and a half years and provide commercial time for sale by the stations as
consideration for broadcasting the network's programming.

         UPN funding requirements, shared equally by BHC and Paramount, are
expected to continue to be significant for the next several years. See
Management's Discussion and Analysis of Financial Condition and Results of
Operations and Note 2 of Notes to Consolidated Financial Statements.


         Sources of Revenue

         The principal source of revenues for BHC stations is the sale of
advertising time to national and local advertisers. Such time sales are
represented by spot announcements purchased to run between programs and program
segments and by program sponsorship. The relative contributions of national and
local advertising to BHC's gross cash advertising revenues vary from time to
time. Most advertising contracts are short-term. BHC's television business is
seasonal, like that of the television broadcasting business generally. In terms
of revenues, generally the fourth quarter is strongest, followed by the second,
third and first.

         Advertising is generally placed with BHC stations through advertising
agencies, which are allowed a commission generally equal to 15% of the price of
advertising placed. National advertising time is usually sold through a national
sales representative, which also receives a commission, while local advertising
time is sold by each station's sales staff. UTV has established a national sales
representative organization, United Television Sales, Inc. ("UTS"), to
represent, initially, all BHC stations. Practices with respect to the sale of
advertising time do not differ markedly between BHC's major network and UPN
stations, although the major-network affiliated stations have less inventory to
sell.


         Government Regulation

         Television broadcasting operations are subject to the jurisdiction of
the FCC under the Communications Act of 1934, as amended (the "Communications
Act"). The Communications Act empowers the FCC, among other

<PAGE> 8

things, to issue, revoke or modify broadcast licenses, to assign
frequencies, to determine the locations of stations, to regulate the
broadcasting equipment used by stations, to establish areas to be served, to
adopt such regulations as may be necessary to carry out the provisions of the
Communications Act and to impose certain penalties for violation of its
regulations. BHC television stations are subject to a wide range of technical,
reporting and operational requirements imposed by the Communications Act or by
FCC rules and policies. The Communications Act was recently and substantially
amended by the Telecommunications Act of 1996 (the "Telecom Act") and by the
Budget Reconciliation Act of 1997, some provisions of which have been
incorporated into the FCC's rules and regulations during the past year.

         The Communications Act provides that a license may be granted to any
applicant if the public interest, convenience and necessity will be served
thereby, subject to certain limitations, including the requirement that the FCC
allocate licenses, frequencies, hours of operation and power in a manner that
will provide a fair, efficient and equitable distribution of service throughout
the United States. Prior to 1998, television licenses generally were issued for
five-year terms, but such licenses and their renewals are now normally issued
for eight years. Upon application, and in the absence of adverse questions as to
the licensee's qualifications or operations, television licenses have usually
been renewed for additional terms without a hearing by the FCC. An existing
license automatically continues in effect once a timely renewal application has
been filed until a final FCC decision is issued.

         KMSP UPN 9's license renewal was granted on April 15, 1993, and was due
to expire on April 1, 1998. A renewal application for KMSP was timely filed on
December 1, 1997, and remains pending. On March 2, 1998, Lakeland Group
Television, Inc., licensee of television station KGLT, Minneapolis, Minnesota,
filed a petition to deny the KMSP renewal unless and until UTV permits KGLT's
antenna to remain on UTV's television tower on reasonable and equitable terms.
UTV has opposed the petition, which it does not believe will have a material
adverse effect on UTV's license for KMSP; the license remains in effect pending
FCC action on the renewal application. KTVX's license renewal was granted on
October 9, 1998, and is due to expire on October 1, 2006. KUTP UPN 45's license
renewal was granted on March 28, 1994, and was due to expire on October 1, 1998.
A renewal application for KUTP was timely filed on June 1, 1998 and is still
pending. KCOP UPN 13's license renewal was granted on January 8, 1999, and is
due to expire on December 1, 2006. KBHK UPN 44's license renewal was granted on
January 8, 1999, and is due to expire on December 1, 2006. KPTV UPN 12's license
renewal was granted on January 28, 1999, and is due to expire on February 1,
2006. KMOL's license renewal was granted on November 12, 1998, and is due to
expire on August 1, 2006; WWOR UPN 9's license renewal was granted on July 16,
1996 and is due to expire on June 1, 1999. A renewal application for WWOR was
timely filed on February 1, 1999. WUTB UPN 24's license was assigned to UTV of
Baltimore, Inc., a subsidiary of UTV, on January 20, 1998 and is due to expire
on October 1, 2001.

         Under existing FCC regulations governing multiple ownership of
broadcast stations, a license to operate a television station generally will not
be granted to any party (or parties under common control), if such party
directly or indirectly owns, operates, controls or has an attributable interest
in another television or radio station serving the same market or area. The FCC,
however, is favorably disposed to grant waivers of this rule for radio
station-television station ownership combinations in the top 25 television
markets, in which there will be at least 30 separately owned, operated and
controlled broadcast stations, and in certain other circumstances. The Telecom
Act directs the FCC to extend this waiver policy to the top 50 markets,
consistent with the public interest, and to conduct a rule-making proceeding to
determine whether to retain or modify the current restriction on same-market
multiple television station ownership.

         FCC regulations further provide that a broadcast license will not be
granted if that grant would result in a concentration of control of radio and
television broadcasting in a manner inconsistent with the public interest,
convenience or necessity. FCC rules deem such concentration of control to exist
if any party, or any of its officers, directors or stockholders, directly or
indirectly, owned, operated, controlled or had an attributable interest in
television stations capable of reaching, in the aggregate, a maximum of 35% of
the national audience. This percentage is determined by the DMA market rankings
of the percentage of the nation's television households considered within each
market. Because of certain limitations of the UHF signal, however, the FCC will
attribute only 50% of a market's DMA reach to owners of UHF stations for the
purpose of calculating the audience reach limits. Applying the 50% reach
attribution rule to BHC's three UHF stations, the nine BHC stations are deemed
to

<PAGE> 9

reach approximately 18% of the nation's television households. The FCC is
considering whether to eliminate the 50% attribution reduction under this rule
for UHF stations.

         The FCC's multiple ownership rules require the attribution of the
licenses held by a broadcasting company to its officers, directors and certain
of its stockholders, so there would ordinarily be a violation of FCC regulations
where an officer, director or such a stockholder and a television broadcasting
company together hold interests in stations exceeding the maximum audience reach
or more than one station that serves the same area. In the case of a corporation
controlling or operating television stations, such as BHC, there is attribution
only to stockholders who own 5% or more of the voting stock, except for
institutional investors, including mutual funds, insurance companies and banks
acting in a fiduciary capacity, which may own up to 10% of the voting stock
without being subject to such attribution, provided that such entities exercise
no control over the management or policies of the broadcasting company.

         The FCC has begun a proceeding to consider modification of the various
TV ownership restrictions described above, as well as changes in the rules for
attributing the licenses held by an enterprise to various parties. BHC cannot
predict the outcome of the FCC proceedings.

         FCC regulations also prohibit common ownership or control between two
of ABC, NBC, CBS, and Fox, or any one of those four networks and either UPN or
WB.

         The Telecom Act directed the FCC to conduct a rule-making proceeding to
require the inclusion, in all television sets 13 inches or larger, of a feature
(commonly referred to as the V-Chip) designed to enable viewers to block display
of programs carrying a common rating and authorized the FCC to establish an
advisory committee to recommend a system for rating video programming that
contains sexual, violent, or other indecent material about which parents should
be informed, before it is displayed to children, if the television industry does
not establish a satisfactory voluntary rating system of its own. On March 12,
1998, the FCC voted to accept an industry proposal providing for a voluntary
ratings system of "TV Parental Guidelines" under which all video programming
will be designated in one of six categories to permit the electronic blocking of
selected video programming. The FCC has begun a separate proceeding to address
technical issues related to the "V-Chip." The FCC has directed that all
television receiver models with picture screens 13 inches or greater be equipped
with "V-Chip" technology under a phased implementation beginning on July 1,
1999. BHC cannot predict how changes in the implementation of the ratings system
and "V-Chip" technology will affect BHC's business. The Telecom Act also
directed the FCC to adopt regulations requiring increased closed-captioning of
video programming, and the FCC recently did so. Subject to various exemptions,
television stations will be required to begin broadcasting specified amounts or
a specified percentage of new programs with closed captioning in the year 2000
and specified percentages of pre-rule programming commencing in the year 2008.

         FCC regulations prohibit the holder of an attributable interest in a
television station from having an attributable interest in a cable television
system located within the predicted coverage area of that station. FCC
regulations also prohibit the holder of an attributable interest in a television
station from having an attributable interest in a daily newspaper located within
the predicted coverage area of that station. The FCC intends to conduct a
rule-making proceeding to consider possible modification of this latter
regulation.

         FCC regulations implementing the Cable Television Consumer Protection
and Competition Act of 1992 (the "1992 Cable Act") require each television
broadcaster to elect, at three-year intervals beginning June 17, 1993, either to
(i) require carriage of its signal by cable systems in the station's market
("must-carry") or (ii) negotiate the terms on which such broadcast station would
permit transmission of its signal by the cable systems within its market
("retransmission consent"). In June 1997, the U.S. Supreme Court upheld the
constitutionality of the must-carry provisions.

         On August 8, 1996, under the Children's Television Act of 1990 (the
"CTA"), the FCC amended its rules to establish a "processing guideline" for
broadcast television stations, of at least three hours per week, averaged over a
six-month period, of "programming that furthers the educational and
informational needs of children 16 and under in any respect, including the
child's intellectual/cognitive or social/emotional needs." Children's "Core
Programming" has been defined as educational and informational programming that,
among other things (i) has

<PAGE> 10

serving the educational and informational needs of children "as a
significant purpose," (ii) has a specified educational and informational
objective and a specified target child audience, (iii) is regularly scheduled,
weekly programming, (iv) is at least 30 minutes in length, and (v) airs between
7:00 a.m. and 10:00 p.m. Any station that satisfied the processing guideline by
broadcasting at least three weekly hours of Core Programming will receive FCC
staff-level approval of the portion of its license renewal application
pertaining to the CTA. Alternatively, a station may qualify for staff-level
approval even if it broadcasts "somewhat less" than three hours per week of Core
Programming by demonstrating that it has aired a weekly package of different
types of educational and informational programming that is "at least equivalent"
to three hours of Core Programming. Non-Core Programming that can qualify under
this alternative includes specials, public service announcements, short-form
programs and regularly scheduled non-weekly programs, with "a significant
purpose of educating and informing children." A licensee that does not meet the
processing guidelines under either of these alternatives will be referred by the
FCC's staff to the Commissioners of the FCC, who will evaluate the licensee's
compliance with the CTA on the basis of both its programming and its other
efforts related to children's educational and informational programming, e.g.,
its sponsorship of Core Programming on other stations in the market, or
nonbroadcast activities "which enhance the value" of such programming. A
television station ultimately found not to have complied with the CTA could face
sanctions including monetary fines and the possible non-renewal of its broadcast
license. BHC believes that each of its stations currently meets the three-hour
programming guideline.

         The FCC has taken a number of steps to implement digital television
service ("DTV") (including high definition) in the United States. In December
1996, the FCC adopted a DTV broadcast standard. On February 17, 1998, the FCC
affirmed an amended table of digital channel allotments and rules for the
implementation of DTV, initially adopted in 1997. The digital table of
allotments provides each existing television station licensee or permittee with
a second broadcast channel to be used during the transition to DTV, conditioned
upon the surrender of one of the channels at the end of the DTV transition
period. The DTV channels assigned to BHC television stations are as follows:
KCOP, channel 66; KBHK, channel 45; KMSP, channel 26; WWOR, channel 38; KPTV,
channel 30; KMOL, channel 58; KTVX, channel 40; KUTP, channel 26; and WUTB,
channel 41. Implementation of DTV will improve the technical quality of
television. Furthermore, the implementing rules permit broadcasters to use their
assigned digital spectrum flexibly to provide either standard or high-definition
video signals and additional services, including, for example, data transfer,
subscription video, interactive materials, and audio signals as long as they
continue to provide at least one free, over-the-air television service. However,
the digital table of allotments was devised on the basis of certain technical
assumptions which have not been subjected to extensive field testing and which,
along with specific digital channel assignments, may be subjected to further
administrative and judicial review. Conversion to DTV may reduce the geographic
reach of the BHC television stations or result in increased interference, with,
in either case, a corresponding loss of population coverage. DTV implementation
will impose additional costs on BHC television stations, primarily due to the
capital costs associated with construction of DTV facilities and increased
operating costs both during and after the transition period. In addition, the
Telecommunications Act requires the FCC to assess and collect a fee for any use
of a broadcaster's DTV channel for which it receives subscription fees or other
compensation other than advertising revenue. The FCC has set a target date of
2006 for expiration of the transition period, subject to biennial reviews to
evaluate the progress of DTV, including the rate of consumer acceptance. BHC
expects that, during 1999, some of BHC's television stations will begin
broadcasting on their DTV channels, in addition to their analog broadcasts.
Future capital expenditures by BHC will be compatible with the new technology
whenever possible. The FCC is also conducting a rule making proceeding to
determine whether and the extent to which cable television systems should be
obligated to carry the signals of broadcast DTV stations.

         The FCC currently is reviewing certain of its rules governing the
relationship between broadcast television networks, including UPN, and their
affiliated stations. In a rulemaking proceeding, the FCC is examining its rules
prohibiting a national sales representative organization, such as UTS, which is
commonly owned with a national network such as UPN, from representing affiliates
of that network other than affiliates that are also under common ownership with
the network for the sale of non-network advertising time and from influencing or
controlling the rates set by their affiliates for the sale of such time.
Separately, the FCC is conducting a rulemaking proceeding to consider relaxing
or eliminating its rules prohibiting broadcast networks from (i) restricting
their affiliates' rights to reject network programming, (ii) reserving an option
to use specified amounts of their affiliates' broadcast time, and (iii)
forbidding their affiliates from broadcasting the programming of another
network; and to consider the relaxation

<PAGE> 11

of its rule prohibiting network affiliated stations from preventing other
stations from broadcasting the programming of their network. BHC is unable to
predict the outcome of these proceedings.

         The Communications Act limits the amount of capital stock that aliens
(including their representatives, foreign governments, their representatives,
and entities organized under the laws of a foreign country) may own in a
television station licensee or any corporation directly or indirectly
controlling such licensee. No more than 20% of a licensee's capital stock and,
if the FCC so determines, no more than 25% of the capital stock of a company
controlling a licensee, may be owned, directly or indirectly, or voted by aliens
or their representatives. Should alien ownership exceed this limit, the FCC may
revoke or refuse to grant or renew a television station license or approve the
assignment or transfer of such license. BHC believes the ownership by aliens of
its stock and that of UTV to be below the applicable limit.

         The Communications Act prohibits the assignment of a broadcast license
or the transfer of control of a licensee without the prior approval of the FCC.
Legislation was introduced in the past that would impose a transfer fee on sales
of broadcast properties. Although that legislation was not adopted, similar
proposals, or a general spectrum licensing fee, may be advanced and adopted in
the future. Recent legislation has imposed annual regulatory fees applicable to
BHC stations, currently ranging as high as $35,025 per station.

         The foregoing does not purport to be a complete summary of all the
provisions of the Communications Act or regulations and policies of the FCC
thereunder. Reference is made to the Communications Act, such regulations and
the public notices promulgated by the FCC for further information.

         Other Federal agencies, including principally the Federal Trade
Commission, also impose a variety of requirements that affect the business and
operations of broadcast stations. Proposals for additional or revised
requirements are considered by the FCC, other Federal agencies or Congress from
time to time. BHC cannot predict what new or revised Federal requirements may
result from such consideration or what impact, if any, such requirements might
have upon the operation of BHC television stations.


         Competition

         BHC television stations compete for advertising revenue in their
respective markets, primarily with other broadcast television stations and cable
television channels, and compete with other advertising media as well. Such
competition is intense.

         In addition to programming, management ability and experience,
technical factors and television network affiliations are important in
determining competitive position. Competitive success of a television station
depends primarily on public response to the programs broadcast by the station in
relation to competing entertainment, and the results of this competition affect
the advertising revenues earned by the station from the sale of advertising
time.

         Audience ratings provided by Nielsen have a direct bearing on the
competitive position of television stations. In general, major network programs
achieve higher ratings than other programs.

         There are at least five other commercial television stations in each
market served by a BHC station. BHC believes that the three VHF major-network
affiliates and the two other VHF stations in New York City generally attract a
larger viewing audience than does WWOR UPN 9, and that WWOR UPN 9 generally
attracts a viewing audience larger than the audiences attracted by the UHF
stations in the New York City market. In Los Angeles, the three VHF
major-network affiliates, three other VHF stations, and one UHF station
generally attract a larger viewing audience than does KCOP UPN 13, and KCOP UPN
13 generally attracts a viewing audience larger than the other nine UHF stations
in Los Angeles. In Portland, the three VHF major-network affiliated stations
generally attract a larger audience than does KPTV UPN 12, which generally
attracts an audience equal to one and larger than the other of the independent
stations, both of which are UHF stations. BHC believes that, in Minneapolis/St.
Paul, KMSP UPN 9 generally attracts a smaller viewing audience than the three
major network-affiliated VHF stations, but a larger viewing audience than the
other three stations, all of which are UHF stations. In Salt Lake City, KTVX
generally ranks second of the six television stations in terms of audience
share. In San Antonio, KMOL generally

<PAGE> 12

ranks first of the six stations in terms of audience share. Of the 14
commercial television stations in San Francisco, KBHK UPN 44, generally ranks
fifth in terms of audience share, behind the three major network-affiliated VHF
television stations, and the VHF Fox affiliate. KUTP UPN 45 generally ranks
sixth in terms of audience share, of the eight commercial stations in the
Phoenix market. Prior to its acquisition by UTV in January 1998, WUTB, the
Baltimore station, operated as a Home Shopping Network affiliate. It now
generally ranks sixth of the six commercial stations in terms of audience share.

         BHC stations may face increased competition in the future from
additional television stations that may enter their respective markets. See note
(c) to the table under Television Broadcasting.

         Cable television is a major competitor of television broadcasting
stations. Because cable television systems operate in each market served by a
BHC station, the stations are affected by rules governing cable operations. If a
station is not widely accessible by cable in those markets having strong cable
penetration, it may lose effective access to a significant portion of the local
audience. Even if a television station is carried on a local cable system, an
unfavorable channel or service tier position on the cable system may adversely
affect the station's audience ratings and, in some circumstances, a television
set's ability to receive the station being carried on an unfavorable channel
position. Some cable system operators may be inclined to place broadcast
stations in unfavorable channel locations.

         While Federal law has until recently generally prohibited local
telephone companies from providing video programming to subscribers in their
service areas, this prohibition has been substantially eliminated by the Telecom
Act. The FCC has also recently adopted rules for "Open Video Systems" -- a new
structure of video delivery system authorized by the Telecom Act for provision
by local telephone companies and, if permitted by the FCC, others. BHC is unable
to predict the outcome or effect of these developments. As of June 1998, there
were approximately 66,000 subscribers to OVS systems.

         "Syndicated exclusivity" rules allow television stations to prevent
local cable operators from importing distant television programming that
duplicates syndicated programming in which local stations have acquired
exclusive rights. In conjunction with these rules, network nonduplication rules
protect the exclusivity of network broadcast programming within the local video
marketplace. The FCC is also reviewing its "territorial exclusivity" rule, which
limits the area in which a broadcaster can obtain exclusive rights to video
programming. BHC believes that the competitive position of BHC stations would
likely be enhanced by an expansion of broadcasters' permitted zones of
exclusivity.

         Alternative technologies could increase competition in the areas served
by BHC stations and, consequently, could adversely affect their profitability.
The emergence of home satellite dish antennas has made it possible for
individuals to receive a host of video programming options via satellite
transmission. Four direct to home satellite systems ("DTH") currently provide
service. The number of subscribers to DTH services increased substantially
during the past four years, to approximately 10.6 million as of December 1998.
An additional challenge is now posed by wireless cable systems, including
multichannel distribution services ("MDS"). Two four-channel MDS licenses have
been granted in most television markets. MDS operation can provide commercial
programming on a paid basis. A similar service can also be offered using the
instructional television fixed service ("ITFS"). The FCC now allows the
educational entities that hold ITFS licenses to lease their "excess" capacity
for commercial purposes. The multichannel capacity of ITFS could be combined
with either an existing single channel MDS or a newer multichannel multi-point
distribution service to increase the number of available channels offered by an
individual operator. At the end of 1998, wireless cable systems served about 1.0
million subscribers.

         Technological developments in television transmission have created the
probability that one or more of the broadcast and nonbroadcast television media
will provide enhanced or "high definition" pictures and sound to the public of a
quality that is technically superior to that of the pictures and sound currently
available. It is not yet clear when and to what extent technology of this kind
will be available to the various television media; whether and how television
broadcast stations will be able to avail themselves of these various
improvements; whether viewing audiences will make choices among services upon
the basis of such differences; or, if they would, whether significant additional
expense would be required for television stations to provide such services. Many
segments of the television industry are intensively studying digital television
technology. BHC is unable to predict the outcome of these developments.

<PAGE> 13

         The broadcasting industry is continuously faced with technological
changes, competing entertainment and communications media and governmental
restrictions or actions of Federal regulatory bodies, including the FCC. These
technological changes may include the introduction of digital compression by
cable systems that would significantly increase the number and availability of
cable program services with which BHC stations compete for audience and revenue,
the establishment of interactive video services, and the offering of multimedia
services that include data networks and other computer technologies. Such
factors have affected, and will continue to affect, the revenue growth and
profitability of BHC. 

ITEM 2. PROPERTIES.

         KCOP owns its studios and offices in two buildings in Los Angeles
containing a total of approximately 54,000 square feet located on adjacent sites
having a total area of approximately 1.93 acres. KCOP's transmitter is located
atop Mt. Wilson on property utilized pursuant to a permit issued by the United
States Forest Service.

         KPTV owns its studios and offices in a building in Portland, Oregon,
containing approximately 45,300 square feet located on a site of approximately
2.0 acres. Its transmitter is located on its own property at a separate site
containing approximately 16.18 acres.

         WWOR owns office and studio facilities in Secaucus, New Jersey,
containing approximately 110,000 square feet on approximately 3.5 acres and
leases additional office space in New York City. Along with almost all of the
television stations licensed to the New York market, WWOR's transmitter is
located on top of the World Trade Center in New York City pursuant to a lease
agreement which expires in 2004, unless terminated by WWOR in May 1999.

         Physical facilities consisting of offices and studio facilities are
owned by UTV in Minneapolis, San Antonio and Phoenix and are leased in
Baltimore, Salt Lake City and San Francisco. The Baltimore lease expires in
April 2005. The Salt Lake City lease expires in August 1999, but can be extended
through April 2000. UTV has acquired a 6.03 acre site in Salt Lake City, on
which UTV has begun construction of a new studio facility. The San Francisco
lease expires in 2007. UTV also occupies leased facilities in various cities
throughout the country.

         The Minneapolis facility includes approximately 49,700 square feet of
space on a 5.63-acre site. The current Salt Lake City facility is approximately
30,400 square feet on a 2.53-acre site. The Baltimore facility is approximately
11,700 square feet and is located in an office park in a suburb of Baltimore.
The San Antonio facility is approximately 41,000 square feet on a .92-acre site.
The San Francisco facility is approximately 27,700 square feet in downtown San
Francisco. The Phoenix facility is approximately 26,400 square feet on a
3.03-acre site. Smaller buildings containing transmission equipment are owned by
UTV at sites separate from the studio facilities.

         UTV owns a 55-acre tract in Shoreview, Minnesota, of which 40 acres are
used by KMSP for transmitter facilities and tower.

         KTVX's transmitter facilities and tower are located at a site on Mt.
Nelson, close to Salt Lake City, under a lease that expires in 2004. KTVX also
maintains back-up transmitter facilities and tower at a site on nearby Mt.
Vision under a lease that expires in July 2002 and is renewable, at no increase
in rental, for a 50-year
period.

         KMOL's transmitter facilities are located at a site near San Antonio on
land and on a tower owned by Texas Tall Tower Corporation, a corporation owned
in equal shares by UTV and another television station that also transmits from
the same tower.

         KBHK's transmitter is located on Mt. Sutro, as part of the Sutro Tower
complex, which also houses equipment for other San Francisco television stations
and many of its FM radio stations. The lease for the Mt. Sutro facilities 
expires in 2005 and is renewable for two five-year periods.

<PAGE> 14

         KUTP's transmitter facilities and tower are located on a site within
South Mountain Park, a communications park owned by the City of Phoenix, which
also contains transmitter facilities and towers for the other television
stations in Phoenix as well as facilities for several FM radio stations. The
license for this space expires in 2012.

         WUTB's transmitter facilities are located on a site near Baltimore. The
building containing the transmitter and the tower on which the antenna is
mounted, are shared with another television station. The lease for the tower and
building expires in December 1999 and is renewable for two five-year periods.

         BHC believes its properties are adequate for their present uses.

ITEM 3.       LEGAL PROCEEDINGS.

         Not applicable.

ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         Not applicable.


EXECUTIVE OFFICERS OF THE REGISTRANT.

         The executive officers of BHC, as of February 28, 1999, are as follows:

                                                                      HAS SERVED
                   POSITIONS WITH BHC; PRINCIPAL OCCUPATION;          AS OFFICER
NAME                     AND AGE AS OF FEBRUARY 28, 1999              SINCE
----               -----------------------------------------          ----------
                                                                                


Herbert J. Siegel  Chairman of the Board; Chairman of the Board and         1977
                   President, Chris-Craft; 70


William D. Siegel  President; Senior Vice President, Chris-Craft; 44        1981


Joelen K. Merkel   Vice President and Treasurer; Vice President and         1980
                   Treasurer, Chris-Craft; 47


Brian C. Kelly     Vice President and General Counsel and Secretary; Vice   1992
                   President and General Counsel and Secretary,
                   Chris-Craft; 47


         Chris-Craft, through its majority ownership of BHC, is principally
engaged in television broadcasting.

         All officers hold office until the meeting of the Board following the
next annual meeting of stockholders or until removed by the Board.

         Evan C Thompson, age 56, is Executive Vice President of Chris-Craft.
Although not an officer of BHC, as President of UTV and Chris-Craft's Television
Division for more than the past five years, Mr. Thompson may be considered an
executive officer of BHC within the Securities and Exchange Commission
definition of the term.


<PAGE> 15


ITEM 5.       MARKET FOR REGISTRANT'S COMMON EQUITY AND
              RELATED STOCKHOLDER MATTERS.

         The information appearing in the Annual Report under the caption STOCK
PRICE, DIVIDEND AND RELATED INFORMATION is incorporated herein by this
reference.

ITEM 6.       SELECTED FINANCIAL DATA.

         The information appearing in the Annual Report under the caption
SELECTED FINANCIAL DATA is incorporated herein by this reference.

ITEM 7.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS.

         The information appearing in the Annual Report under the caption
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ("MD&A") is incorporated herein by this reference.

ITEM 7A.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         The last two paragraphs before the subcaption RESULTS OF OPERATIONS -
1998 Versus 1997 in the MD&A are incorporated herein by this reference.


ITEM 8.       FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

         The Consolidated Financial Statements, Notes thereto, Report of
Independent Accountants thereon and Quarterly Financial Information (unaudited)
appearing in the Annual Report are incorporated herein by this reference. Except
as specifically set forth herein and elsewhere in this Form 10-K, no information
appearing in the Annual Report is incorporated by reference into this report,
nor is the Annual Report, deemed to be filed, as part of this report or
otherwise, pursuant to the Securities Exchange Act of 1934.


ITEM 9.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                   ACCOUNTING AND FINANCIAL DISCLOSURE.

         Not applicable.

<PAGE> 16

                                    PART III

ITEM 10.      DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

         The information appearing in the Proxy Statement under the captions
ELECTION OF DIRECTORS -- Nominees of the Board of Directors and ELECTION OF
DIRECTORS -- Section 16(a) Beneficial Ownership Compliance is incorporated
herein by this reference. Information relating to BHC's executive officers is
set forth in Part I under the caption EXECUTIVE OFFICERS OF THE REGISTRANT.

ITEM 11. EXECUTIVE COMPENSATION.

         The information appearing in the Proxy Statement under the caption
ELECTION OF DIRECTORS -- Executive Compensation is incorporated herein by this
reference.

ITEM 12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
         AND MANAGEMENT.

         The information appearing in the Proxy Statement under the caption
ELECTION OF DIRECTORS -- Voting Securities of Certain Beneficial Owners and
Management is incorporated herein by this reference.

ITEM 13.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         The information appearing in the Proxy Statement under the caption
ELECTION OF DIRECTORS -- Certain Relationships and Related Transactions is
incorporated herein by this reference.

<PAGE> 17

ITEM 14.      EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
                  REPORTS ON FORM 8-K.
     (a)  The following documents are filed as part of this report:

     1. The financial statements and quarterly financial information
incorporated by reference from the Annual Report pursuant to Item 8.

     2. The financial statements of UPN and report thereon listed under the
caption Schedules in the Index to Consolidated Financial Statements and
Schedules.

     3. Exhibits listed in the Exhibit Index, including the compensatory plans
or arrangements listed below: 

        -- Chris-Craft's Benefit Equalization Plan
        --Employment Agreement dated as of January 1, 1994 between Herbert J. 
Siegel and Chris-Craft 
        --Employment Agreement dated as of January 1, 1994 between Evan C
Thompson and Chris-Craft 

     (b)  No reports on Form 8-K were filed by the registrant during the last 
quarter of the period covered by this report.

<PAGE> 18

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Dated:  March 26, 1999

                                        BHC COMMUNICATIONS, INC.
                                             (Registrant)

                                        By:  WILLIAM D. SIEGEL
                                             William D. Siegel
                                             President

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.


Signature and Title                                                Date

HERBERT J. SIEGEL                                                 March 26, 1999
Herbert J. Siegel
Chairman and Director
(principal executive officer)


WILLIAM D. SIEGEL                                                 March 26, 1999
William D. Siegel
President and Director
(principal financial officer)


JOELEN K. MERKEL                                                  March 26, 1999
Joelen K. Merkel
Vice President, Treasurer
and Director (principal 
accounting officer)


<PAGE> 19


MORGAN L. MILLER                                                  March 26, 1999
Morgan L. Miller
Director


JOHN C. SIEGEL                                                    March 26, 1999
John C. Siegel
Director

<PAGE> 20

                   BHC COMMUNICATIONS, INC. AND SUBSIDIARIES

            INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES


CONSOLIDATED FINANCIAL STATEMENTS:

         Report of Independent Accountants

         Consolidated Balance Sheets - December 31, 1998 and 1997

         Consolidated Statements of Income - For the Years Ended December 31,
         1998, 1997 and 1996

         Consolidated Statements of Cash Flows - For the Years Ended December
         31, 1998, 1997 and 1996

         Consolidated Statements of Shareholders' Investment - For the Years
         Ended December 31, 1998, 1997 and 1996

         Notes to Consolidated Financial Statements

SCHEDULES:

         UPN Financial Statements --

                  Report of Independent Accountants

                  Balance Sheets - December 31, 1998 and 1997

                  Statements of Operations - For the Years
                     Ended December 31, 1998, 1997 and 1996

                  Statements of Changes in Partners' Capital (Deficit) - For the
                     Years Ended December 31, 1998, 1997 and 1996

                  Statements of Cash Flows - For the Years Ended December 31,
                     1998, 1997 and 1996

                  Notes to Financial Statements

<PAGE>

United Paramount Network 
(a partnership between BHC Network 
Partner, Inc., BHC Network Partner II, Inc.,
BHC Network Partner III, Inc.,
PCI Network Partner Inc. and
PCI Network Partner II Inc.)
Report and Financial Statements
December 31, 1998, 1997 and 1996
<PAGE>
Report of Independent Accountants


January 29, 1999


To the Partners
of United Paramount Network


In our opinion, the accompanying balance sheets and the related
statements of operations, of changes in partners' capital (deficit)
and of cash flows present fairly, in all material respects, the
financial position of United Paramount Network (a partnership between
BHC Network Partner, Inc., BHC Network Partner II, Inc., BHC Network
Partner III, Inc., PCI Network Partner Inc., and PCI Network Partner
II Inc.) at December 31, 1998 and 1997, and the results of its
operations and its cash flows for each of the three years in the
period ended December 31, 1998, in conformity with generally accepted
accounting principles.  These financial statements are the
responsibility of United Paramount Network's management; our
responsibility is to express an opinion on these financial statements
based on our audits.  We conducted our audits of these financial
statements in accordance with generally accepted auditing standards
which require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for the opinion expressed above.
<PAGE>
UNITED PARAMOUNT NETWORK
BALANCE SHEETS
---------------------------------------------------------------------
(in thousands)
                                                    December 31,
                                               ----------------------
                                                  1998        1997
Assets                                         ---------    ---------
------
Current assets:
  Cash and cash equivalents                    $  24,704    $  23,622
  Accounts receivable (net of allowance
    for doubtful accounts of $430 and
    $430, respectively)                           18,787       39,287
  Program rights and development costs (net
    of reserve for abandonment of $5,055 and
    $7,721, respectively)                         46,893       16,596
  Other current assets                             2,550          512
                                               ---------    ---------
     Total current assets                         92,934       80,017
                                               ---------    ---------
Restricted investments                             5,340        8,755
Property and equipment, at cost: 
  Furniture, fixtures, computer equipment
   and other (net of accumulated depreciation
   of $1,454 and $901, respectively)               1,949          966
Intangible assets (net of accumulated
   amortization of $2,972 and $1,484,
   respectively)                                   4,194        5,682
Other assets                                      15,822       14,523
                                               ---------    ---------
                                               $ 120,239    $ 109,943
                                               =========    =========

Liabilities and Partners' Capital (Deficit)
------------------------------------------
Current liabilities:
 Accounts payable                              $  11,654    $  16,258
 Accrued program costs                            73,130       61,040
 Accrued expenses and other liabilities           34,224       30,421
                                               ---------    ---------
    Total current liabilities                    119,008      107,719
                                               ---------    ---------
Commitments and contingencies (Note 7)         

Partners' capital (deficit):         
 BHC Network Partner                              (4,192)      (4,179)
 BHC Network Partner II                           (4,072)      (3,837)
 BHC Network Partner III                           8,879        9,128
 PCI Network Partner                                 492          890
 PCI Network Partner II                              124          222
                                               ---------    ---------
   Total partners' capital                         1,231        2,224
                                               ---------    ---------
                                               $ 120,239    $ 109,943
                                               =========    =========

The accompanying notes are an integral part of these financial
statements.
<PAGE>
UNITED PARAMOUNT NETWORK
STATEMENTS OF OPERATIONS
-------------------------------------------------------------------
(in thousands)
                                            For the Year Ended
                                                December 31,
                                      ------------------------------
                                        1998        1997      1996
                                      --------   --------   --------
Net revenues                          $ 96,401   $ 89,997   $ 56,948
                      
Operating costs and expenses:                      
  Operating expenses                   182,225    177,874    132,593
  Selling, general and
   administrative expenses              90,871     82,294     67,359
  Depreciation and amortization          2,069      1,794        364
                                      --------   --------   --------
                                       275,165    261,962    200,316
                                      --------   --------   --------
Operating loss                        (178,764)  (171,965)  (143,368)
                                      --------   --------   --------
Other income (expense):                      
  Interest expense to related parties     -          -       (14,147)
  Interest and other income              1,571      1,736        193
  Net income (loss) on investment
   in joint venture                       -            32     (3,138)
                                      --------   --------   --------
                                         1,571      1,768    (17,092)
                                      --------   --------   --------
Net loss                             ($177,193) ($170,197) ($160,460)
                                      ========   ========   ========
<PAGE>
UNITED PARAMOUNT NETWORK
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
---------------------------------------------------------------------
(in thousands)

<TABLE>
<CAPTION>

                        BHC        BHC          BHC         PCI         PCI   
                      Network    Network      Network     Network     Network          
                      Partner   Partner II  Partner III   Partner   Partner II    Total
                     ---------  ----------  -----------  ---------  ----------  ----------
<S>                  <C>        <C>         <C>          <C>        <C>         <C>
Balance at
December 31, 1995    $  (8,942)  $ (98,872) $      -     $    -    $      -     $ (107,814)
Capital
 contributions            -           -          20,000       -           -         20,000
Conversion of
 debt to equity          8,398     164,101       63,016       -           -        235,515
Conversion of
 accrued interest
 to equity                  12       9,500        4,641       -           -         14,153
Allocation of 1996
 net loss               (3,640)    (78,432)     (78,388)      -           -       (160,460)
                     ---------  ----------  -----------  ---------  ----------  ----------
Balance at
December 31, 1996       (4,172)     (3,703)       9,269       -           -          1,394
Exercise of option 
 by PCI Partners          -           -            -       155,014      38,754     193,768
Allocation of
 option exercise         3,881      73,731       77,612   (124,178)    (31,046)       -
Distribution to
 partners               (2,907)    (55,224)     (58,130)      -           -       (116,261)
Capital
 contributions           1,205      22,888       24,092     36,268       9,067      93,520
Allocation of 1997
 net loss               (2,186)    (41,529)     (43,715)   (66,214)    (16,553)   (170,197)
                     ---------  ----------  -----------  ---------  ----------  ----------
Balance at
 December 31, 1997      (4,179)     (3,837)       9,128        890         222       2,224
Capital
 contributions           2,202      41,848       44,050     70,480      17,620     176,200
Allocation of 1998
 net loss               (2,215)    (42,083)     (44,299)   (70,878)   (17,718)    (177,193)
                     ---------  ----------  -----------  ---------  ----------  ----------
Balance at
 December 31, 1998   $  (4,192) $  (4,072)  $     8,879  $     492  $     124   $    1,231
                     =========  =========   ===========  =========  =========   ==========
</TABLE>
<PAGE>
UNITED PARAMOUNT NETWORK
STATEMENTS OF CASH FLOWS
------------------------------------------------------------------

(in thousands)
<TABLE>
<CAPTION>
                                                   For the Year Ended
                                                      December 31,
                                          -----------------------------------
                                            1998          1997         1996
                                          ---------    ---------    ---------
<S>                                       <C>          <C>          <C>
Cash flows from operating activities:
 Net loss                                 $(177,193)   $(170,197)   $(160,460)
 Adjustments to reconcile net loss to net
  cash used in operating activities:
    Amortization of program costs           177,771      169,771      126,793
    Payments for programming               (195,580)    (118,912)    (121,822)
    Depreciation and amortization             2,069        1,794          364
    Abandonment reserve                      (2,666)       2,108          982
    Changes in assets and liabilities:
     (Increase) decrease in accounts
       receivable                            20,500      (14,230)     (16,017)
     Increase in accounts payable,
       accrued expenses and other current
       liabilities                            1,468        8,470       25,116
     (Increase) decrease in other assets     (3,329)     (12,110)         207
                                          ---------    ---------    ---------
 Net cash used in operating activities     (176,960)    (133,306)    (144,837)
                                          ---------    ---------    ---------
Cash flows from investing activities:
 Additions to property and equipment         (1,565)        (467)        -
 Cash removed from (placed in)
  restricted account                          3,415       (7,598)        (183)
 Net investment in joint venture                 (8)         304          (77)
                                          ---------    ---------    ---------
 Net cash used in investing activities        1,842       (7,761)        (260)
                                          ---------    ---------    ---------
Cash flows from financing activities:
 Advances from related party                   -            -         125,580
 Exercise of option by PCI Partners            -         186,873         -
 Capital contributions                      176,200       93,520       20,000
 Distributions to partners                     -        (116,261)        -
                                          ---------    ---------    ---------
 Net cash provided by financing activities  176,200      164,132      145,580
                                          ---------    ---------    ---------

 Net increase in cash and cash equivalents    1,082       23,065          483

Cash and cash equivalents:
 Beginning of year                           23,622          557           74
                                          ---------    ---------    ---------
 End of year                              $  24,704    $  23,622    $     557
                                          =========    =========    =========
Supplemental schedule of non-cash items:
 Non-cash additions to program costs      $   9,822    $  51,748    $  10,875
                                          =========    =========    =========
 Start-up costs incurred by PCI Partners
   and contributed to the partnership     $    -       $   6,895    $    -
                                          =========    =========    =========
 Advances from related party converted
   to equity                              $    -       $    -       $ 235,515
                                          =========    =========    =========
 Accrued interest converted to equity     $    -       $    -       $  14,153
                                          =========    =========    =========

The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
UNITED PARAMOUNT NETWORK
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
-------------------------------------------------------------------

NOTE 1  -  ORGANIZATION

     In July 1994, BHC Network Partner, Inc. ("BHC/NP"), a then wholly
owned subsidiary of Chris-Craft Industries, Inc.'s majority owned
subsidiary, BHC Communications, Inc. ("BHC"), along with PCI Network
Partner Inc. ("PCI/NP"), a wholly owned indirect subsidiary of Viacom
Inc.'s Paramount Television Group ("Viacom"), formed the United
Paramount Network ("UPN" or the "Network"), a broadcast television
network.

     UPN was organized as a partnership in December 1994 between
BHC/NP and BHC Network Partner II, Inc. ("BHC/NP II"), a wholly owned
indirect subsidiary of BHC.  BHC Network Partner III, Inc. ("BHC/NP
III"), a wholly owned indirect subsidiary of BHC, became a partner in
1996.  On December 30, 1996, all advances from related parties and
related accrued interest were converted to partnership equity.  PCI/NP
had an option to acquire an interest in UPN equal to that of BHC/NP,
BHC/NP II, and BHC/NP III (collectively referred to as the "BHC
Partners").  The option price included approximately one-half of the
BHC Partners' aggregate cash contributions to UPN through the exercise
date, plus interest, and additional cash available for ongoing UPN
expenditures.  On January 15, 1997, PCI/NP and PCI Network Partner
II, Inc., a wholly owned indirect subsidiary of Viacom, (collectively
referred to as the "PCI Partners") completed the exercise of the
option in accordance with the terms of the option agreement and became
equal partners with BHC Partners in UPN.  In accordance with the
option agreement,  BHC Partners received distributions amounting to
approximately $116 million.

     UPN began providing programming for broadcast in January 1995. 
At December 31, 1998, 1997 and 1996, the Network had 185 affiliates in
markets covering approximately 95%, 187 affiliates in markets covering
approximately 97%, and 164 affiliates in markets covering over 92% of
U.S. television households, respectively.  The Network's revenues are
derived primarily from providing television programming and are,
therefore, subject to fluctuations in the advertising industry.

     Operating costs of the Network have been funded through capital
contributions and loans made by BHC Partners and PCI Partners 
(collectively known as "Partners") and the sale of advertising.  
Profits or losses are allocated between the Partners in accordance
with the partnership agreement.  UPN is still in its development and
the cost of developing and expanding its programming is expected to
remain significant for several years.  The Partners intend to continue
funding UPN as UPN incurs obligations arising through the normal
course of its business.


NOTE 2 - ACCOUNTING POLICIES

     Financial Instruments
     ---------------------

     Cash equivalents are securities having maturities at time of
purchase not exceeding three months.

     Program Rights and Development Costs
     ------------------------------------

     Network programming rights and related liabilities are recorded
at the contractual amounts when the programming becomes available for
telecasting.  Program costs are recorded at the lower of cost or net
realizable value.  Capitalized program costs are amortized over the
estimated number of showings, using accelerated methods based on
management's estimate of the flow of revenues.  Management assesses
the net realizable value of program rights on a day-part basis.  The 
estimated costs of recorded program rights to be charged to income
within one year are included in current assets; payments on such
program rights due within one year are included in current
liabilities.

     Costs incurred for the development of programs are capitalized
and included in the accompanying balance sheets, net of reserves
established for projects which may be terminated prior to being placed
into production.

     Restricted Investments
     ----------------------

     Restricted investments consist of cash and marketable securities
placed in an account as a security deposit and as collateral for a
loan to a third party.  The restricted investments are not available
for current operations of the Network and, therefore, have been
classified as non-current in the accompanying balance sheets.  In
accordance with Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity Securities,"
marketable securities have been classified as held-to-maturity and are
therefore carried at amortized cost.

     Property and Equipment
     ----------------------

     Property and equipment is recorded at cost.  Depreciation of
furniture, fixtures and computer equipment is computed on the
straight-line method over the estimated useful lives of the assets
which range from three to five years.  Amortization of leasehold
improvements is computed on a straight-line basis over the life of the
lease.

     Intangible Assets
     -----------------

     Intangible assets represent primarily the costs incurred by PCI
Partners during the start up phase of the Network and contributed to
the partnership as a result of the acquisition by PCI Partners of an
interest in the partnership (Note 1).  Also included in intangible
assets are costs associated with logo design and development.  The
assets have been amortized on a straight-line basis over five years.  
See New Accounting Pronouncements for information relating to the
future treatment of these costs.

     Other Assets
     ------------

     Other assets represent primarily an investment in a joint venture
with Saban Entertainment and deferred network costs.  The joint
venture was entered into for the purpose of developing, producing, and
distributing children's television programming.  Under terms of the
joint venture agreement, UPN funded certain programming costs in
return for certain distribution rights to such programming and a share
of aggregate revenue.  UPN accounts for its interest in the joint
venture using the equity method.  Network costs are amortized over the
same period as the related agreements.

     Revenue Recognition
     -------------------

     Revenues are recognized as advertisements are aired, at
contractual rates.

     Use of Estimates in Preparation of Financial Statements
     -------------------------------------------------------

     The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes.  Actual results could
differ from those estimates.

     Income Taxes
     ------------

     As a general partnership, the Network's losses are allocated to,
and reported by, the individual Partners.  Therefore, no income tax
benefit is included in the accompanying financial statements.

     New Accounting Pronouncements
     -----------------------------

     In April 1998, the American Institute of Certified Public
Accountants Accounting Standards Executive Committee issued Statement
of Position ("SOP") 98-5, "Reporting on the Costs of Start-Up
Activities".  This SOP provides guidance on the financial reporting of
start-up costs and organization costs.  It requires costs of start-up
activities and organization costs to be expensed as incurred.  Initial
application of this SOP will be reported as a cumulative change in
accounting principles, as described in Accounting Principles Board
Opinion No. 20, "Accounting Changes".  The SOP is effective for the
Network for the year ending December 31, 1999.  The Network will adopt
the SOP during the first quarter of 1999.  Adoption of this SOP will
require the Network to write-off unamortized start-up costs of
$4,194,000 as of December 31, 1998, incurred by PCI Partners during
the start-up phase of the Network and contributed to the Network.

NOTE 3 - OTHER ASSETS

     At December 31, 1998 and 1997, other assets are comprised of
deferred network costs of $13,291,000 and $12,000,000, respectively,
and investment in joint venture of $2,531,000 and $2,523,000,
respectively.  The investment in joint venture is presented net of
reserves of $2,119,000 at December 31, 1998 and 1997.

NOTE 4 - ACCRUED EXPENSES AND OTHER LIABILITIES

     Accrued expenses and other liabilities consist of the following:

(in thousands)                           December 31,
                                    ----------------------
                                      1998          1997
                                    ---------    ---------
Accrued advertising and
  marketing costs                   $  24,123    $  19,907
Accrued compensation                    5,135        4,917
Other accrued expenses                  4,966        5,597
                                    ---------    ---------
                                    $  34,224    $  30,421
                                    =========    =========

NOTE 5 - RELATED PARTY TRANSACTIONS

     Prior to September 1997, advertising time was sold through
Premier Advertising Sales ("Premier") a wholly owned subsidiary of
Paramount Communications, Inc., which is a subsidiary of Viacom Inc.
(Note 1).  Net revenues for sales made by Premier totaled $43,019,000
in 1997 and at December 31, 1997, the Network had an accounts
receivable balance with Premier of $1,825,000.  In September 1997, the
Network established its own sales force which sells advertising time
for broadcast on UPN programs.

     During the normal course of business, the Network enters into
various contracts to purchase programming from related parties.  In
1998 and 1997, additions to capitalized programming costs from related
parties totaled $120,335,000 and $71,663,000, respectively.

     Prior to September 1997, with respect to certain of its
programming provided by Viacom, UPN derived no revenue and incurred no
programming expense.

     During the normal course of business, various services are
provided to the Network by related parties.  In 1998 and 1997,
payments for these services totaled approximately $3,240,000 and
$2,404,000, respectively.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

     During 1995, UPN entered into a five year lease obligation for
its office space with an option to extend for an additional period of
five years.  The lease calls for certain penalty payments upon
cancellation after three years.  Rental expense was $802,000, $766,000
and $766,000 for the years ended December 31, 1998, 1997 and 1996,
respectively.

     During 1998, UPN entered into a nine year and ten month lease
obligation for its New York office space with an option to extend for
an additional period of five years.  The lease is noncancelable for
six years and three months and calls for a cancellation fee if the
early cancellation clause is utilized.  Rental expense was $354,000
for the year ended December 31, 1998.  Additionally, as required by
the lease agreement, UPN obtained an irrevocable letter of credit in
the amount of $1,200,000 on behalf of the lessor.

     As of December 31, 1998 the future minimum rental payments under
operating leases are as follows:

                     1999        $1,164,000
                     2000           839,000
                     2001           403,000
                     2002           403,000
                     2003           435,000
                     Thereafter   1,912,000
                                 ----------
                     Total       $5,156,000
                                 ==========

     As of December 31, 1998, the Network had entered into various
network related agreements and contracts for programming which was not
currently available for telecasting.  The aggregate amounts of the
payments required under these agreements totaled approximately
$121,556,000 and $168,807,000 at December 31, 1998 and 1997,
respectively.

     In the normal course of business, the Network is at times subject
to pending and threatened legal actions.  In management's opinion, any
liabilities or benefits resulting from these matters will not have a
material effect on the financial position or results of operations of
the Network.


<PAGE>

                                  EXHIBIT INDEX


INCORPORATED BY
REFERENCE TO:             EXHIBIT NO.            EXHIBIT

Exhibit 3(A) [1]              3.1        Restated Certificate of Incorporation

Exhibit 3(b) [1]              3.2        Restated By-laws

Exhibit 10(c) [1]            10.1        Management Agreement between
                                         registrant and Chris-Craft dated
                                         July 21, 1989

Exhibit 19 [4]               10.2        Amendment No. 1 thereto dated
                                         October 31, 1991

Exhibit 10.(H) (2)[5]        10.3        Amendment No. 2 thereto dated March
                                         24, 1994


Exhibit 10(E) [2]            10.4        Form of Agreement under
                                         Chris-Craft's Executive Deferred
                                         Income Plan


Exhibit 10(B) [5]            10.5        Employment Agreement dated January
                                         1, 1994 between Chris-Craft and
                                         Herbert J. Siegel


Exhibit 10(C) [5]            10.6        Split-Dollar Agreement dated January
                                         6, 1994 between Chris-Craft and
                                         William D. Siegel


Exhibit 10(D) [5]            10.7        Split-Dollar Agreement dated January
                                         6, 1994 between Chris-Craft and John
                                         D. Siegel


Exhibit 10(F) [5]            10.8        Employment Agreement dated January
                                         1, 1994 between Chris-Craft and Evan
                                         C Thompson


Exhibit 11(H) [3]            10.9        Chris-Craft's Benefit Equalization
Exhibit 10(B)(1)[6]                      Plan, as amended
Exhibit 10.3 [8]


Exhibit 10.10[7]]            10.10       Option Agreement dated July 19, 1994
                                         between BHC Network Partner, Inc.
                                         and PCI Network Partner, Inc.


   *                         13          Portions of the Annual Report
                                         incorporated by reference


   *                         21          Subsidiaries of registrant


   *                         27          Financial Data Schedule
<PAGE>
-------------------------

  *      Filed herewith.

 [1] Registrant's Registration Statement on Form S-1 (Regis. No. 33-31091).

 [2] Chris-Craft's Annual Report on Form 10-K for the year ended August 31, 
     1983 (File No. 1-2999).

 [3] Chris-Craft's Registration Statement on Form S-1 (Regis. No. 2-65906).

 [4] Registrant's Quarterly Report on Form 10-Q for the quarterly period ended
     September 30, 1991.

 [5] Chris-Craft's Annual Report on Form 10-K for the year ended December 31,
     1993.

 [6] Chris-Craft's Annual Report on Form 10-K for the year ended December 31,
     1989.

 [7] Registrant's Annual Report on Form 10-K for the year ended December 31,
     1994.

 [8] Chris-Craft's Annual Report on Form 10-K for the year ended December 31,
     1994.